HGL : App 4G and Corporate Governance Statement

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

HGL Limited

ABN/ARBN

25 009 657 961

Financial year ended:

30 September 2021

For personal use only

Our corporate governance statement for the period above can be found at:

☐	These pages of our
annual report:
☐	This URL on our	www.hgl.com.au/site/About-Us/corporate-governance
website:

The Corporate Governance Statement is accurate and up to date as at 24 November 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date:	24/11/2021
Name of authorised officer	Iain Thompson
authorising lodgement:	Secretary

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

r personal use only

Corporate Governance Council recommendation	Where a box below is ticked,1 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:2
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting	☒
	out:	and we have disclosed a copy of our board charter at
	(a) the respective roles and responsibilities of its board and
	www.hgl.com.au/site/About-Us/corporate-governance
	management; and
	(b) those matters expressly reserved to the board and those
	delegated to management.
1.2	A listed entity should:	☒
	(a) undertake appropriate checks before appointing a director or
	senior executive or putting someone forward for election as
	a director; and
	(b) provide security holders with all material information in its
	possession relevant to a decision on whether or not to elect
	or re-elect a director.
1.3	A listed entity should have a written agreement with each director	☒
	and senior executive setting out the terms of their appointment.
1.4	The company secretary of a listed entity should be accountable	☒
	directly to the board, through the chair, on all matters to do with
	the proper functioning of the board.

1. Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
2. If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

r personal use only

Corporate Governance Council recommendation	Where a box below is ticked,1 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:2
1.5	A listed entity should:		☒ set out in our Corporate Governance Statement

1. have and disclose a diversity policy;
2. through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and
3. disclose in relation to each reporting period:
4. 1. the measurable objectives set for that period to achieve gender diversity;
   2. the entity's progress towards achieving those objectives; and
   3. either:
   4. 1. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or
      2. if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

1.6	A listed entity should:	☒ set out in our Corporate Governance Statement
	(a) have and disclose a process for periodically evaluating the
	performance of the board, its committees and individual
	directors; and
	(b) disclose for each reporting period whether a performance
	evaluation has been undertaken in accordance with that
	process during or in respect of that period.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

r personal use only

Corporate Governance Council recommendation	Where a box below is ticked,1 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:2
1.7	A listed entity should:	☒
	(a) have and disclose a process for evaluating the performance	and we have disclosed the evaluation process referred to in
	of its senior executives at least once every reporting period;
	paragraph (a) in our Corporate Governance Statement
	and
	(b) disclose for each reporting period whether a performance	and whether a performance evaluation was undertaken for the
	evaluation has been undertaken in accordance with that
	reporting period in accordance with that process in our Corporate
	process during or in respect of that period.
	Governance Statement.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

r personal use only

Corporate Governance Council recommendation	Where a box below is ticked,1 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:2
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should:		☒ set out in our Corporate Governance Statement
	(a) have a nomination committee which:
	(1) has at least three members, a majority of whom are
	independent directors; and
	(2) is chaired by an independent director,
	and disclose:
	(3) the charter of the committee;
	(4) the members of the committee; and
	(5) as at the end of each reporting period, the number
	of times the committee met throughout the period
	and the individual attendances of the members at
	those meetings; or
	(b) if it does not have a nomination committee, disclose that
	fact and the processes it employs to address board
	succession issues and to ensure that the board has the
	appropriate balance of skills, knowledge, experience,
	independence and diversity to enable it to discharge its
	duties and responsibilities effectively.
2.2	A listed entity should have and disclose a board skills matrix	☒
	setting out the mix of skills that the board currently has or is	and we have disclosed our board skills matrix in our Corporate
	looking to achieve in its membership.
	Governance Statement
2.3	A listed entity should disclose:	☒
	(a) the names of the directors considered by the board to be	and we have disclosed the names of the directors considered by the
	independent directors;
	board to be independent directors in our Corporate Governance
	(b) if a director has an interest, position, affiliation or	Statement;
	relationship of the type described in Box 2.3 but the board
	is of the opinion that it does not compromise the	and, where applicable, the information referred to in paragraph (b) in
	independence of the director, the nature of the interest,
	our Corporate Governance Statement;
	position or relationship in question and an explanation of
	why the board is of that opinion; and
	(c) the length of service of each director.	and the length of service of each director in our Annual Report.
ASX Listing Rules Appendix 4G (current at 17/7/2020)		Page 5